>Hi,
>
>a potential client has sent me the following NDA:
>
>"I will not disclose the business or affairs of the company or its clients to any persons.
>
>I will not disclose to any other person any trade secrets, discoveries, inventions or improvements relating to the company or its clients.
>
>I will not make any statement nor do any acts, which could in any manner, be detrimental to the Company or its employees or its clients or its client's (sic) employees.
>
>I shall not enter into any arrangement which can be constituted as a conflict of interest."
>
>The main concern is the last clause, this sounds very limiting to me, should I limit it to a particular time period?

That is fairly standard stuff in the U.S. As far as the time period, there is a little mixup there between two types of employee/contractor agreements which are in fact different. An NDA, or non-disclosure agreement, says you will not disclose any trade secrets or key business information such as product plans, clients, prospective clients, revenue (if privately held), etc. The other type of agreement is a non-compete, which says that after you leave the company you will not go into competition with them. You have hit the nail on the head. For a non-compete to be legally enforceable it has to be specific in three ways: industry, geographic area, and time. So it can't say you will not join or start a similar company anywhere in the country for the rest of my life. In general -- and there are state to state differences -- if it's in the same industry and the same area for one year, that is considered reasonable and enforceable. Note the word "enforceable." Just because you sign an agreement doesn't guarantee it can be enforced.